In the United States Court of Federal Claims

No. 13-206C

(Filed December 6, 2013)

NOT FOR PUBLICATION

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VANESSA BROOKS, *

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Plaintiffs, *

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v. *

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THE UNITED STATES, *

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Defendant. *

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ORDER

In this matter plaintiff Vanessa Brooks, proceeding pro se, claims that the 

Internal Revenue Service (“IRS”) breached two contracts for the sale of printer 

paper. See Am. Compl. ¶ 3. The government has moved to dismiss the case under 

Rule 12(b)(1) of the Rules of the United States Court of Federal Claims (“RCFC”) for 

lack of subject-matter jurisdiction. Defendant argues that this action must be 

dismissed because the contracts at issue were between it and Borrowed Time

Enterprises, Inc. (“BTE”), a corporation of which Ms. Brooks is the chief executive 

officer (“CEO”).1 Def.’s Mot. to Dismiss (“Def.’s Mot.”) at 2, 5. Accordingly, the 

government argues that because the proper party is a corporation, which cannot be 

represented by a non-attorney, the complaint must be dismissed. Id at 5. Plaintiff 

argues that we should not dismiss the claim, because she is the sole employee of 

BTE, and she considers herself and the corporation to be one-and-the-same. Pl.’s 

Reply to Def.’s Reply to Pl.’s Resp. to Def.’s Mot. to Dismiss (“Pl.’s Sur-reply”) at 1. 

For the reasons stated below, the government’s motion is GRANTED.

1 The government also argued that this case should be dismissed because Ms. 

Brooks failed to perfect a Contract Disputes Act (“CDA”) claim. Def.’s Mot. at 7-9

(citing 41 U.S.C. §§ 7102(a)(1), 7103(a)(3)). Because the Court has concluded that 

jurisdiction is absent under the first ground raised by defendant, this alternative 

argument need not be considered. 

 
Under RCFC 12(b)(1), claims brought before this Court must be dismissed 

when it is shown that the Court lacks jurisdiction over their subject matter. When 

considering a motion to dismiss for lack of subject-matter jurisdiction, the Court will 

normally accept as true all factual allegations made by the pleader and draw all 

reasonable inferences in the light most favorable to that party. See Scheuer v. 

Rhodes, 416 U.S. 232, 236 (1974); Pixton v. B&B Plastics, Inc., 291 F.3d 1324, 1326 

(Fed. Cir. 2002) (requiring that on a motion to dismiss for lack of subject-matter 

jurisdiction the court views “the alleged facts in the complaint as true, and if the 

facts reveal any reasonable basis upon which the non-movant may prevail, 

dismissal is inappropriate”); CBY Design Builders v. United States, 105 Fed. Cl. 

303, 325 (2012). While pro se plaintiffs’ filings are to be liberally construed, see 

Erickson v. Pardus, 551 U.S. 89, 94 (2007), this lenient standard cannot save claims 

which are outside our jurisdiction from being dismissed, see, e.g., Henke v. United 

States, 60 F.3d 795, 799 (Fed. Cir. 1995). The party invoking a court’s jurisdiction 

bears the burden of establishing it, and must ultimately do so by a preponderance of 

the evidence. See McNutt v. GMAC, 298 U.S. 178, 189 (1936); Reynolds v. Army & 

Air Force Exch. Serv., 846 F.2d 746, 748 (Fed. Cir. 1998); Rocovich v. United States, 

933 F.2d 991, 993 (Fed. Cir. 1991). 

In support of its argument that the contracts were between BTE and the 

government, defendant relies on the fact that both purchase orders identify BTE as 

the company providing the paper. Def.’s Mot at 5. (citing Am. Compl. Exs. 3, 5). 

The plaintiff does not appear to dispute the government’s contention that the 

contracts were between the government and BTE. See Pl.’s Resp. to Def.’s Mot. to 

Dismiss (“Pl.’s Resp.”); see also Pl.’s Sur-reply. Indeed, the two quotes sent to the 

IRS that led to the purchases were on BTE stationery, signed by Ms. Brooks as 

CEO. See Am. Compl. Exs. 2, 4. 

Plaintiff does argue, however, that she should be allowed to proceed with this 

suit because she is BTE, as its sole proprietor and sole employee. Pl.’s Sur-reply at

1. What Ms. Brooks is attempting to do, it seems, is obtain contracts using the 

corporate form, but avoid the expense of a lawyer to litigate the resulting claims. 

Under our rules, however, a corporation may not be represented by an individual 

who is not an attorney. RCFC 83.1(a)(3). The requirement that corporations be 

represented by counsel is a long-standing staple of the federal court system. See 

Talasila, Inc. v. United States, 240 F.3d 1064, 1066 (Fed. Cir. 2001) (per curiam)

(citing Rowland v. Cal. Men’s Colony, Unit II Men’s Advisory Council, 506 U.S. 194, 

201-02 (1993)).

Since the two contracts at issue were between BTE and the government, Ms. 

Brooks lacks privity of contract with the government. But only a party in privity of 

contract with the government may sue under the CDA. See Winter v. FloorPro Inc.,

570 F.3d 1367, 1371 (Fed. Cir. 2009). We do not have jurisdiction over contract 

claims brought by non-parties to a government contract. Either Ms. Brooks is 

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trying to litigate claims concerning contracts that are not hers, or is trying to 

represent a corporation without a license to practice law. Regardless of how one 

looks at it, the result is the same --- the Court has no choice but to dismiss the 

case.2 This conclusion is not altered by the fact that Ms. Brooks is the sole 

employee and sole shareholder of BTE.3 Our rules contain no exception for 

corporations which have only one shareholder or one employee. See RCFC 

83.1(a)(3).

For the reasons stated above, the government’s motion to dismiss this case 

for lack of subject-matter jurisdiction is GRANTED. The Clerk shall close the case.

IT IS SO ORDERED.

s/ Victor J. Wolski

VICTOR J. WOLSKI

Judge

2 The remedy in cases of pro se plaintiffs attempting to represent corporations has 

been to dismiss the complaint for want of subject-matter jurisdiction. See Lawrence 

v. United States Sec. and Exch. Comm’n, 384 F. App’x 44, 45 (2d Cir. 2010). 

3 Even though BTE has only one employee and one shareholder, Ms. Brooks still 

enjoys the benefits of doing business through a corporation, such as limited liability 

for obligations of the corporation. See Frank H. Easterbrook & Daniel R. Fischel, 

Limited Liability and the Corporation, 52 U. CHI. L. REV 89, 89-90 (1985). Along 

with such benefits come costs, which include the prohibition on non-attorneys 

representing corporations.

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